UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,Washington, D.C. 20549
FORM 10-K
(Mark one) /X/(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2013 OR2016
or/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
_________________ to_________________
Commission filenumber:number of the issuing entity: 333-177891-02Central Index Key Number of the issuing entity: 0001557805
WFRBS Commercial Mortgage Trust 2012-C9
(exact(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001112998
RBS Commercial Funding Inc.
(exact(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0000729153
The Royal Bank of Scotland plc
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0000740906
Wells Fargo Bank, National Association
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001555501
Liberty Island Group I LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541214
C-III Commercial Mortgage LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001542105
Basis Real Estate Capital II, LLC
(exact names(exact name of the
sponsorssponsor as specified intheir charters) New York 38-3887015 (State or other jurisdiction of 38-3887016 incorporation or organization) 38-3887017 38-7064515 (I.R.S. Employer Identification No.)its charter)
New York
(State or other jurisdiction of
incorporation or organization ofthe issuing entity)
38-3887015
38-3887016
38-3887017
38-7064515
(I.R.S. Employer
Identification Numbers)
c/o Wells Fargo Bank, National Associationas Certificate Administrator
9062 Old Annapolis Road
Columbia, MD
21045 (Address(Address of principal executive
(Zipoffices of the issuing entity)21045
(Zip Code)
offices) Registrant'sRegistrant’s telephone number, including area code:
(203) 897-2700
Securities registered pursuant to Section 12(b) of the Act:
NONE.None.Securities registered pursuant to Section 12(g) of the Act:
NONE.None.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. / / Yes
___/X/ NoXIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. / / Yes
___/X/ NoX Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. /X/ Yes
X/ /No___Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of
registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
thedefinitions of"large“large acceleratedfiler"filer”,"accelerated filer"“accelerated filer” and"smaller“smaller reportingcompany"company” in Rule 12b-2 of the Exchange Act.Large accelerated filer
___/ / Accelerated filer___/ /Non-accelerated filer
X/X/ (Do not check if a smaller reporting company) Smaller reporting company___/ /Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). / / Yes
___/X/ NoXState the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the
registrant'sregistrant’s most recently completed second fiscal quarter.Not applicable.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. / / Yes / /No
Not applicable.
Indicate the number of shares outstanding of each of the
registrant'sregistrant’s classes of common stock, as of the latest practicable date.Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1)
anyAny annual report to security holders; (2)anyAny proxy or information statement; and (3)anyAny prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).Not applicable.
EXPLANATORY NOTESMidland Loan Services, a Division of PNCU.S. Bank National Association
("Midland") actedacts asspecial servicertrustee of the mortgage loans serviced under the Pooling and Servicing Agreement. Pursuant to the Pooling and Servicing Agreement,from January 1, 2013 through December 12, 2013,thedate as of which Midland was replaced as special servicer. Included in this Annual Report on Form 10-K for such period as Exhibits 33.3, 34.3 and 35.1 aretrustee is required to provide an assessment of compliance with applicable servicing criteriaan accountants attestation report onsolely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements). However, during the reporting period, the trustee did not perform any servicing function with respect to the servicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performed the servicing function identified with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance with applicable servicing criteria andan annual compliance statementaccountant’s attestation report for thereporting period January 1, 2013 through December 12, 2013. LNR Partners, LLC assumed the obligations of Midland as special servicer under the Pooling and Servicing Agreement on December 12, 2013. Included insubject transaction. As a result, this Annual Report on Form 10-Kas Exhibits 33.2 and 34.2 aredoes not include an assessment of compliance with applicable servicing criteria of the trustee. One or more other servicers of the mortgage loans serviced under the Pooling andan accountants attestation report on assessmentServicing Agreement have delivered one or more assessments of compliance withapplicable servicing criteria for the reporting period December 12, 2013 through December 31, 2013. In accordance with the Manual of Publicly Available Telephone Interpretations, Section 17.02, the percentage of the asset pool serviced by LNR Partners, LLC must be reduced pro rata because it was only acting as servicer from December 12, 2013 through December 31, 2013. As a result, LNR Partners, LLC falls below the de minimus requirements inrespect to Item11231122(d)(2)(iii) of RegulationAB and no annual compliance statement is required.AB.This Annual Report on Form 10-K includes assessments of compliance with applicable servicing criteria and
accountantsaccountants’ attestation reports from CoreLogic Commercial Real Estate Services, Inc. and National Tax Search, LLC. These entities were engaged by the master servicer under the Pooling and Servicing Agreement (except with respect to thoseMortgage Loansmortgage loans for which Prudential Asset Resources, Inc. is the primary servicer) to remit tax payments received from the escrow accounts of borrowers to local taxing authorities, to report tax amounts due, to verify tax parcel information, and to verify non-escrow tax payments. Theseservicesservicing functions are included within the servicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii).of Regulation AB. Therefore, under the principles-based definition ofservicer“servicer” set forth in Item 1101(j),of Regulation AB that looks to the functions that an entity performs, these vendors areservicers“servicers” for the purposes of Item1122. See Manual1122 ofPublicly Available TelephoneRegulation AB. See Compliance and Disclosure Interpretations, Section3, Item301.01 (Item 1101(j)).PART I
Item 1. Business.
Omitted.
Item 1A. Risk Factors.
Omitted.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Omitted.
Item 3. Legal Proceedings.
Omitted.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for
Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations.Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
The Chesterfield Towne Center Mortgage Loan (Mortgage Loan Number 1 on Annex A of the prospectus supplement of the registrant relating to the issuing entity filed on October 30, 2012 pursuant to Rule 424(b)(5))
, isconstitutes a significant obligor within the meaning of Item1101 (k)1101(k)(2) of RegulationAB.AB as disclosed in the prospectus supplement. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was$ 11,290,699.00$11,664,235.00 for thetwelvetwelve- month period ended December 31,2013.2016.Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item
1114 (a)1114(a) of Regulation AB.Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal
proceedingsproceeding involving theTrust and all partiestrust or any party related tosuch Trust,the trust, other than routine litigation incidental to the duties of those respectiveparties.parties, and the following, with respect to Wells Fargo Bank, National Association, as certificate administrator and custodian:On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, N.A. (“Wells Fargo Bank”), in its capacity as trustee under 276 residential mortgage backed securities (“RMBS”) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a putative class action complaint in the United States District Court for the Southern District of New York (the “District Court”) against Wells Fargo Bank, alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Federal Court Complaint”). In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court action was granted. As with the prior state court action, the Federal Court Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Federal Court Complaint against Wells Fargo Bank alleges that the trustee caused losses to investors and asserts causes of action based upon, among other things, the trustee's alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of action have been filed against Wells Fargo Bank and other trustees in the District Court by RMBS investors in these and other transactions, and these cases against Wells Fargo Bank are proceeding before the same District Court judge. A similar complaint was also filed May 27, 2016 in New York state court by a different plaintiff investor. On January 19, 2016, an order was entered in connection with the Federal Court Complaint in which the District Court declined to exercise jurisdiction over 261 trusts at issue in the Federal Court Complaint; the District Court also allowed plaintiffs to file amended complaints as to the remaining, non-dismissed trusts, if they so chose, and three amended complaints have been filed. On December 17, 2016, the investor plaintiffs in the 261 trusts dismissed from the Federal Court Complaint filed a new complaint in New York state court (the “State Court Complaint”). Motions to dismiss all of the actions are pending except for the recently filed State Court Complaint. There can be no assurances as to the outcome of the litigations, or the possible impact of the litigations on the trustee or the RMBS trusts. However, Wells Fargo Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of any losses to investors, and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously provided in a prospectus supplement of the Registrant relating to the issuing entity filed on October 30, 2012 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on
assessmentassessments of compliance with the servicing criteria for asset-backed securities andtherelated attestation reports on such assessments of compliance with respect to the mortgage loans are attached hereto under Item15.15 to this Annual Report on Form 10-K. Attached as Schedule III to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4 to this Annual Report on Form 10-K is a chart identifying the entities participating in a servicing function for the transaction responsible for each applicable servicing criteria set forth in Item 1122(d).The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2013, furnished pursuant to Item 1122 of Regulation AB by National Tax Search, LLC (the "2013 NTS Assessment") for its commercial real estate mortgage loans platform, discloses that material instances of noncompliance occurred with respect to the servicing criterion described in Item 1122(d)(2)(vii) of Regulation AB. The 2013 NTS Assessment is attached to this Form 10-K as exhibit 33.4. The material instances of noncompliance disclosed in the 2013 NTS Assessment are as follows: Material Instances of Noncompliance by National Tax Search, LLC 1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all asset-backed securities related to bank accounts, including custodial accounts and related clearing accounts. These reconciliations (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days Specificied (sic) in the transaction agreement and (D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specificied (sic) in transaction agreements. Noncompliance During the reporting period, certain reconciliations were not completed within 30 calendar days after the bank statement cutoff date. Certain reconciling items lacked proper explanations and were not resolved within 90 day (sic) calendar days of their original identification. Remediation Management corrected the timeliness of reconciliations within the Period and Plante Moran auditors have reviewed, under an agreed-upon procedures engagement, the compliance with the servicing criteria of section 1122(d)(2) (vii), attributes B & D, as defined above, as of January 31, 2014, noting no matters of concern. In the first quarter of 2014 Management will also complete installation of a Treasury Workstation system, which allows for the automation of daily reconciliation allowing for review and research throughout the month instead of the days after a bank statement cutoff date. This daily reconciliation will be accompanied by proper explanation of all reconciling items. Management will review any items that require resolution and reporting will provide aging of items at 30, 45 and 60 day levels to prevent exceeding the 90 calendar day requirement.Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached
hereto under Item 15. Partas Exhibits to this Annual Report on Form 10-K.PART IV
Item 15. Exhibits, Financial Statement
Schedules.Schedules(a) The following is a list of documents filed as part of this Annual Report on Form 10-K:
(1) Not
applicable.applicable(2) Not
applicable.applicable(3) See
below. (4)below4 Pooling and Servicing Agreement, dated as of October 1, 2012,
betweenby and among RBS Commercial Funding Inc., asdepositor,Depositor, Wells Fargo Bank, National Association, asmaster servicer,Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, asspecial servicer, TrimontSpecial Servicer, TriMont Real Estate Advisors, Inc., astrust advisor,Trust Advisor, Wells Fargo Bank, National Association, ascertificate administrator,Certificate Administrator, astax administratorTax Administrator and ascustodian,Custodian, and U.S. Bank National Association, astrusteeTrustee (filed as Exhibit 4.1 to theregistrant'sregistrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein).(31)31 Rule 13a-14(d)/15d-14(d)
Certification. (33)Certifications.33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.1
CoreLogic Commercial Real Estate Services, Inc.Wells Fargo Bank, National Association, asServicing Function ParticipantMaster Servicer33.2 LNR Partners, LLC, as Special Servicer
on and after December 12, 201333.3
Midland Loan Services, Inc. a Division of PNCU.S. Bank National Association, asSpecial Servicer prior to December 12, 2013Trustee (Omitted. See Explanatory Notes.)33.4 Wells Fargo Bank, National Association, as Certificate Administrator
33.5 Wells Fargo Bank, National Association, as Custodian
33.6 TriMont Real Estate Advisors, Inc., as Trust Advisor
33.7 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
33.8 National Tax Search, LLC, as Servicing Function Participant
33.533.9 Prudential Asset Resources, Inc., as Primary Servicer
33.6 TriMont Real Estate Advisors, Inc. as Trust Advisor 33.7 Wells Fargo Bank, National Association as Master Servicer 33.8 Wells Fargo Bank, National Association as Certificate Administrator 33.9 Wells Fargo Bank, National Association as Custodian(34)34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1
CoreLogic Commercial Real Estate Services, Inc.Wells Fargo Bank, National Association, asServicing Function ParticipantMaster Servicer34.2 LNR Partners, LLC, as Special Servicer
on and after December 12, 201334.3
Midland Loan Services, Inc. a Division of PNCU.S. Bank National Association, asSpecial Servicer prior to December 12, 2013Trustee (Omitted. See Explanatory Notes.)34.4 Wells Fargo Bank, National Association, as Certificate Administrator
34.5 Wells Fargo Bank, National Association, as Custodian
34.6 TriMont Real Estate Advisors, Inc., as Trust Advisor
34.7 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
34.8 National Tax Search, LLC, as Servicing Function Participant
34.534.9 Prudential Asset Resources, Inc., as Primary Servicer
34.6 TriMont Real Estate Advisors, Inc. as Trust Advisor 34.735 Servicer compliance statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer
34.835.2 LNR Partners, LLC, as Special Servicer
35.3 Wells Fargo Bank, National Association, as Certificate Administrator
34.9 Wells Fargo Bank, National Association as Custodian(35) Servicer compliance statements.
35.1 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer prior to December 12, 2013 35.235.4 Prudential Asset Resources, Inc., as Primary Servicer
35.3 Wells Fargo Bank, National Association as Master Servicer 35.4 Wells Fargo Bank, National Association as Certificate Administrator(99.1)99.1 Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and The Royal Bank of Scotland plc (filed as Exhibit 99.1 to the
registrant'sregistrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein). (99.2) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty Island Group LLC (filed as Exhibit99.2
to the registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.3) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and Basis Investment Group LLC (filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.4)Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and Wells Fargo Bank, National Association (filed as Exhibit 99.4 to theregistrant'sregistrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein). (99.5)99.3 Mortgage Loan Purchase Agreement, dated as of October 16, 2012, among RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty Island Group LLC (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and C-III Commercial Mortgage LLC (filed as Exhibit
99.199.5 to theregistrant'sregistrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein).99.5 Mortgage Loan Purchase Agreement, dated as of October 16, 2012, among RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and Basis Investment Group LLC (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein)
(b) The exhibits required to be filed by the Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof.
(c) Not
applicable. (c) Omitted.Applicable.SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RBS Commercial Funding Inc.
(Depositor)
/s/ Wayne Potters Wayne Potters,/s/ Thomas Conway
Thomas Conway, President
and Managing Director (senior(senior officer in charge of securitization of the depositor)
Date: March
28, 201422, 2017Exhibit Index
Exhibit No.
(4)4 Pooling and Servicing Agreement, dated as of October 1, 2012,
betweenby and among RBS Commercial Funding Inc., asdepositor,Depositor, Wells Fargo Bank, National Association, asmaster servicer,Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, asspecial servicer, TrimontSpecial Servicer, TriMont Real Estate Advisors, Inc., astrust advisor,Trust Advisor, Wells Fargo Bank, National Association, ascertificate administrator,Certificate Administrator, astax administratorTax Administrator and ascustodian,Custodian, andU. S.U.S. Bank National Association, astrusteeTrustee (filed as Exhibit 4.1 to theregistrant'sregistrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein).(31)31 Rule 13a-14(d)/15d-14(d)
Certification. (33)Certifications.33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.1
CoreLogic Commercial Real Estate Services, Inc.Wells Fargo Bank, National Association, asServicing Function ParticipantMaster Servicer33.2 LNR Partners, LLC, as Special Servicer
on and after December 12, 201333.3
Midland Loan Services, Inc. a Division of PNCU.S. Bank National Association, asSpecial Servicer prior to December 12, 2013Trustee (Omitted. See Explanatory Notes.)33.4 Wells Fargo Bank, National Association, as Certificate Administrator
33.5 Wells Fargo Bank, National Association, as Custodian
33.6 TriMont Real Estate Advisors, Inc., as Trust Advisor
33.7 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
33.8 National Tax Search, LLC, as Servicing Function Participant
33.533.9 Prudential Asset Resources, Inc., as Primary Servicer
33.6 TriMont Real Estate Advisors, Inc. as Trust Advisor 33.7 Wells Fargo Bank, National Association as Master Servicer 33.8 Wells Fargo Bank, National Association as Certificate Administrator 33.9 Wells Fargo Bank, National Association as Custodian(34)34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1
CoreLogic Commercial Real Estate Services, Inc.Wells Fargo Bank, National Association, asServicing Function ParticipantMaster Servicer34.2 LNR Partners, LLC, as Special Servicer
on and after December 12, 201334.3
Midland Loan Services, Inc. a Division of PNCU.S. Bank National Association, asSpecial Servicer prior to December 12, 2013Trustee (Omitted. See Explanatory Notes.)34.4 Wells Fargo Bank, National Association, as Certificate Administrator
34.5 Wells Fargo Bank, National Association, as Custodian
34.6 TriMont Real Estate Advisors, Inc., as Trust Advisor
34.7 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
34.8 National Tax Search, LLC, as Servicing Function Participant
34.534.9 Prudential Asset Resources, Inc., as Primary Servicer
34.6 TriMont Real Estate Advisors, Inc. as Trust Advisor 34.735 Servicer compliance statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer
34.835.2 LNR Partners, LLC, as Special Servicer
35.3 Wells Fargo Bank, National Association, as Certificate Administrator
34.9 Wells Fargo Bank, National Association as Custodian(35) Servicer compliance statements.
35.1 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer prior to December 12, 2013 35.235.4 Prudential Asset Resources, Inc., as Primary Servicer
35.3 Wells Fargo Bank, National Association as Master Servicer 35.4 Wells Fargo Bank, National Association as Certificate Administrator(99.1)99.1 Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and The Royal Bank of Scotland plc (filed as Exhibit 99.1 to the
registrant'sregistrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein). (99.2) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty Island Group LLC (filed as Exhibit99.2
to the registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.3) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and Basis Investment Group LLC (filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.4)Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and Wells Fargo Bank, National Association (filed as Exhibit 99.4 to theregistrant'sregistrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein). (99.5)99.3 Mortgage Loan Purchase Agreement, dated as of October 16, 2012, among RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty Island Group LLC (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and C-III Commercial Mortgage LLC (filed as Exhibit
99.199.5 to theregistrant'sregistrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein).99.5 Mortgage Loan Purchase Agreement, dated as of October 16, 2012, among RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and Basis Investment Group LLC (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed on March 4, 2013 under Commission File No. 333-177891-02 and incorporated by reference herein)